SEC News Digest

Commission announcements

The Commission proposed rule amendments to eliminate the prohibition against general solicitation and general advertising for securities offerings conducted under Rule 506 of Regulation D of the Securities Act and Rule 144A of the Securities Act. These rule amendments are mandated by the Jumpstart Our Business Startups Act. The Commission also proposed an amendment to Form D to add a separate box for issuers to check if they are claiming the new Rule 506 exemption that would permit general solicitation and general advertising. Comments on the proposing release should be submitted to the Commission on or before 30 days after publication in the Federal Register. (Rel. 33-9354; Rel. 2012-170).

Commission Announces Agenda for Market Technology Roundtable

The Commission today announced the agenda for its upcoming market technology roundtable that will focus on the relationship between the operational stability and integrity of the securities markets and the ways that market participants design, implement, and manage complex and interconnected trading technologies. The roundtable, announced earlier this month, will take place on September 14 in Washington D.C. Participants will be finalized and announced at a later date. (Rel. 2012-171).

Commission Announces Advisory Committee Meeting in San Francisco to Discuss Small Business Issues

The Commission today announced that its Advisory Committee on Small and Emerging Companies will hold its next meeting in San Francisco on September 7 to discuss market structure and disclosure rules among other issues affecting smaller companies.

The meeting will be held at the SEC’s San Francisco Regional Office located at 44 Montgomery Street, Suite 2800. The event, which will run from 9 a.m. to 4 p.m. Pacific time, is open to the public, but pre-registration is required by September 5 to attend in person. (Rel. 2012-169).

ENFORCEMENT PROCEEDINGS

Commission Brings Action Against Wwebnet, Inc. And Robert L. Kelly

On August 28, 2012, the Commission filed a civil action in the United States District Court for the Southern District of New York, Civil Action No. 12-CV-6581, charging Wwebnet, Inc. (Wwebnet) and its chief executive officer, Robert L. Kelly (Kelly), with making material misrepresentations and omissions to investors in Wwebnet.

The SEC’s complaint alleges that, between 2005 and 2008, Wwebnet, a video software company, and Kelly made false and misleading statements and omissions to investors, including: (1) failing to disclose and misrepresentations concerning the existence of a related-party transaction, which enabled Kelly to funnel at least $2.1 million of investor funds to himself, including approximately $2 million which was sent to his personal options trading account in the Cayman Islands; (2) misrepresentations that Wwebnet had been generating revenue pursuant to contracts with entertainment companies when Wwebnet had never generated any such revenue; and (3) misrepresentations concerning Kelly’s effective compensation by failing to disclose that Wwebnet paid approximately $180,000 ($9,000 per month) in rent on Kelly’s personal luxury apartment in Manhattan.

The Complaint alleges that through these actions Wwebnet and Kelly violated Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder, and that Kelly aided and abetted Wwebnet’s violations of the Exchange Act and is liable as a control person under Section 20(a) of the Exchange Act for Wwebnet’s violations. The SEC’s complaint seeks a final judgment permanently enjoining Wwebnet and Kelly from future violations of the federal securities laws, ordering them to pay civil penalties and disgorgement of ill-gotten gains plus prejudgment interest, and imposing a penny stock bar and an officer and director bar against Kelly. [SEC v. Wwebnet, Inc. and Robert L. Kelly, Civil Action No. 12-CV-6581 (S.D.N.Y.)] (LR-22461).

The Commission today filed a civil fraud action in the United States District Court for the Southern District of Florida against two former brokers in Miami for overcharging customers approximately $36 million by using hidden markup fees on structured note transactions.

According to the SEC’s complaint, from 2006 to 2009, Fabrizio Neves conducted the markup scheme while working at the broker-dealer LatAm Investments LLC, which is no longer in business. He was assisted by Jose Luna. The pair defrauded two Brazilian public pension funds and a Colombian institutional investor that purchased from LatAm the structured notes issued by major U.S. and European commercial banks. Instead of purchasing the notes for his customers’ accounts for prices around the banks’ issuance amounts – which totaled approximately $70 million – in most transactions Neves first traded the notes with one or more accounts in the name of offshore nominee entities that he and Luna controlled. Neves then sold the notes to his customers with undisclosed markups as high as 67 percent.

The SEC alleges that to conceal the excessive markups that Neves charged customers, in half of the transactions, Neves directed Luna to alter the banks’ structured note term sheets by either whiting out or electronically cutting and pasting the markup amounts over the actual price and trade information, and then sending the forged documents to customers. Neves received millions of dollars in inflated sales commissions for the structured note transactions that he made at inflated prices.

As alleged in the SEC’s complaint, Neves and Luna violated Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder, and aided and abetted LatAm’s violations of Section 15(c) of the Exchange Act. The SEC’s complaint seeks disgorgement of ill-gotten gains, financial penalties, and injunctive relief against Neves and Luna to enjoin them from future violations of the federal securities laws.

Luna has agreed to the entry of a judgment ordering him to pay disgorgement of $923,704.85, prejudgment interest of $241,643.51, and a penalty amount to be determined. The judgment permanently enjoins him from violations of the antifraud provisions of the federal securities laws. Luna neither admitted nor denied the allegations in the SEC’s complaint. Luna also agreed to settle a related SEC administrative proceeding by agreeing to be barred from association with any broker, dealer, investment advisor, municipal securities dealer, municipal advisor, transfer agent, or credit rating agency.

Commission Suspends Attorney: In the Matter of Gary B. Wolff, Esq.

The Commission announced today that it has issued an Order of Suspension Pursuant to Rule 102(e)(2) of the Commission’s Rules of Practice that suspends Gary B. Wolff from appearing or practicing before the Commission. The Commission’s Order was based on Wolff’s suspension from practicing law in New York. (Rel. 34- 67749; File No. 3-15000).

In the Matter of Angelica Aguilera

On August 29, 2012, the Commission announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 (Order) against Angelica Aguilera. The Division of Enforcement (Division) alleges that Aguilera, former President of LatAm Investments, LLC, failed reasonably to supervise former registered representatives Fabrizio Neves and Jose Luna, who violated Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder and aided and abetted LatAm’s violations of Section 15(c) of the Exchange Act. The Division alleges that from at least November 2006 to September 2009, Neves and Luna engaged in a fraudulent markup and markdown scheme to defraud certain customers of LatAm Investments, LLC (LatAm) in the offer, purchase and sale of structured notes.

The Division further alleges that Aguilera, who was Neves and Luna’s direct supervisor, failed to effectively follow or implement LatAm’s supervisory policies and procedures to ensure the fairness of markups and markdowns charged by Neves and Luna to LatAm’s customers. The Division also alleges, among other things, that Aguilera delegated compliance responsibility for reviewing markups and commissions to the firm’s chief compliance officer, an individual who lacked the authority and ability to take meaningful action to address excessive markups and markdowns charged to LatAm’s customers by Neves and Luna. As a result, Neves and Luna were able to carry out the fraudulent markup scheme undetected.

A hearing before an administrative law judge will be scheduled to determine whether the allegations in the Order are true, to provide Aguilera an opportunity to respond to these allegations, and to determine what, if any, remedial action is appropriate in the public interest. The Order directed the Administrative Law Judge to issue an initial decision within 300 days from the date of service of the Order. (Rel. 34-67748; File No. 3-14999).

Delinquent Filers’ Stock Registrations Revoked

The registrations of the registered securities of Falcon Oil & Gas Co., Inc., First Dearborn Income Properties, LP, Franklin American Corp., Future Healthcare, Inc., Gandalf Technologies, Inc., Geo International Corp., and Geoalert, Inc., have been revoked. Each had repeatedly failed to file required annual and quarterly reports with the Securities and Exchange Commission. Thus, each violated a crucial provision of the federal securities laws that requires public corporations to publicly disclose current, accurate financial information so that investors may make informed decisions. The revocations were ordered in an administrative proceeding before an administrative law judge. (Rel. 34-67745; File No. 3-14971)

Delinquent Filers’ Stock Registrations Revoked

The registrations of the registered securities of Ameriwest Energy Corp., Clyvia, Inc., and Crown Oil & Gas, Inc., have been revoked. Each had repeatedly failed to file required annual and quarterly reports with the Securities and Exchange Commission. Thus, each violated a crucial provision of the federal securities laws that requires public corporations to publicly disclose current, accurate financial information so that investors may make informed decisions. The revocations were ordered in an administrative proceeding before an administrative law judge. (Rel. 34-67746; File No. 3-14978)

In the Matter of Candice D. Campbell

The Commission announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940 (Order) against Candice D. Campbell (Campbell).

In the Order, the Division of Enforcement alleges that beginning in or before April 2009 through August 2010, Campbell was the purported CFO of CJ’s Financial (“CJF”), an unincorporated so-called “investment firm” located in Canton, Michigan. The Order also alleges that on July 20, 2011, the United States Attorney for the Eastern District of Michigan filed a first superseding criminal information against Campbell, charging her with one count of wire fraud. United States v. Campbell, 2:11-cr-20388 (E.D. Mich.). That action involves the same conduct previously alleged in a complaint filed by the Commission in August 2010. SEC v. C.J.’s Financial and Candice Campbell, 2:10-cv-13083 (E.D. Mich.). Moreover, the Order alleges that on January 23, 2012, Campbell pleaded guilty to one count of wire fraud, and was sentenced to 51 months in prison and ordered to pay restitution in the amount of $835,474.10. United States v. Campbell, 2:11-cr-20388 (E.D. Mich.) (Docket No. 15). The Order also alleges that by pleading guilty in the criminal case, Campbell admitted that, as the owner and controller of CJF, she: (i)“devised a scheme to defraud in order to obtain money or property as described in the first superseding information,” (ii) the “scheme included a material misrepresentation or concealment of a material fact,” (iii) she “had the intent to defraud,” and (iv) she “used wire, radio or television communications … in interstate commerce in furtherance of the scheme.”

Previously on August 4, 2010, the Commission filed an action in the United States District Court for the Eastern District of Michigan, alleging that Campbell and CJF violated Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Advisers Act. SEC v. C.J.’s Financial and Candice Campbell, 2:10-cv-13083 (E.D. Mich.). At the SEC's request for emergency relief, the court issued a temporary restraining order (“TRO”) against Campbell and CJF and an order freezing all assets under the control of Campbell and CJF, in addition to granting other emergency relief.

A hearing will be scheduled before an Administrative Law Judge to determine whether such allegations are true, to afford Campbell an opportunity to establish defenses to the allegations, and to determine whether remedial action is necessary and appropriate. The Administrative Law Judge is directed to issue a decision no later than 210 days from the date of service of the Order Instituting Proceedings, pursuant to Rule 360(a)(2) of the Commission’s Rules of Practice. (Rel. IA-3450; File No. 3-14997).

In the Matter of Edward A. Allen

The Commission announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions against Edward A. Allen (Allen).

In the Order, the Commission finds that from September 2005 through approximately April 2009, Allen was the Chief Executive Officer of A&O Investments, LLC (A&O), a Florida limited liability company with its principal place of business in Lakeland, Florida. From December 2003 until he resigned in June 2007, Allen also was a registered representative associated with World Group Securities, Inc. (WGS), a broker-dealer registered with the Commission. The Commission further finds that on June 25, 2012, a final judgment was entered against Allen permanently enjoining him from future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, in a related action in the United States District Court for the Northern District of Ohio, captioned Securities and Exchange Commission v. Edward A. Allen, et al., Civil Action Number 1:10-cv-1143.

The Commission’s complaint in the district court action alleged that, from at least September 2005 until December 2008, Allen and his business partner raised approximately $14.8 million from at least 100 investors primarily in Florida and Ohio through the offer and sale of unregistered securities in the form of promissory notes issued by A&O and several other related entities. The complaint further alleged that Allen and his partner solicited WGS customers to become investors while they were working at WGS and after they had left the firm. According to the complaint, Allen knowingly made material misrepresentations and omitted to state material facts about the use of investor funds, the risks of the investments, and the safety of investor funds. Among other things, Allen told investors that he and his partner would use the investors’ money to purchase, rehabilitate, and sell real estate. He promised to pay investors annual returns of 20 percent, represented that the returns were generated from the sale of A&O’s real estate properties, and told investors that he and his partner were doing well in the real estate market and were making money. The complaint further alleged that, in reality, Allen and his partner operated a Ponzi scheme by using approximately $4.4 million of investor funds to pay “interest” and, in some cases, principal to previous investors. They spent only $5.1 million of the $14.8 million raised to purchase and rehabilitate real estate, and used $2.2 million to pay personal expenses for themselves and their family members. Finally, the complaint alleged that Allen and his partner misrepresented and omitted to state material facts regarding the collateral securing the notes. As much as approximately $5.5 million worth of A&O promissory notes purportedly were secured by the same piece of property at 5124 Windover Lane in Lakeland, Florida. As alleged in the complaint, the property’s value was grossly inadequate to secure the notes.

Based on the above, the Order bars Allen from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization. It also bars Allen from participating in any offering of a penny stock, including: acting as a promoter, finder consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock. Allen consented to the issuance of the Order. (Rel. 34-67744; File No. 3-14998).

SELF-REGULATORY ORGANIZATIONS

Notice of Proposed Rule Change

BATS Y-Exchange, Inc. filed a proposed rule change (SR-BYX-2012-019) under Section 19(b)(1) of the Securities Exchange Act of 1934 to adopt a Retail Price Improvement Program. Publication of the proposal is expected in the Federal Register during the week of August 27th. (Rel. 34-67734).

Immediate Effectiveness of Proposed Rule Change

A proposed rule change filed by NYSE Arca, Inc. deleting NYSE Arca Equities Rule 4.3(c) and adopting new Rules 2262 and 2269 to harmonize with the rules of New York Stock Exchange LLC, NYSE MKT LLC, and Financial Industry Regulatory Authority, Inc. (SR-NYSEArca-2012-93) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of August 27th. (Rel. 34- 67737)

The NASDAQ Stock Market LLC filed a proposed rule change (File No. SR-NASDAQ-2012-100), which became effective upon filing, pursuant to Section 19(b)(1) of the Securities Exchange Act and Rule 19b-4 thereunder reconcile a discrepancy between the initial and continued listing requirements related to the Direct Registration System. Publication of the proposal is expected to be made in the FederalRegister during the week of August 27th. (Rel. 34-67738)

A proposed rule change filed by NYSE MKT LLC amending NYSE MKT Rules 103B(IX) - Equities and 504 - Equities to provide that a Designated Market Maker Unit may trade at the same panel securities traded on the Exchange and/or securities listed on the New York Stock Exchange LLC (SR-NYSEMKT-2012-37) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the FederalRegister during the week of August 27th. (Rel. 34-67740)

A proposed rule change filed by Chicago Mercantile Exchange Inc. (CME) to amend the fee schedule applicable to its OTC Interest Rate Swap Clearing Offering (SR-CME-2012-33) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of August 27th. (Rel. 34-67743)

A proposed rule change filed by the EDGA Exchange, Inc. (SR-EDGA-2012-37) relating to amendments to the EDGA Exchange, Inc. Fee Schedule has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice is expected to be made in the FederalRegister during the week of August 27th. (Rel. 34-67742).

A proposed rule change filed by the EDGX Exchange, Inc. (SR-EDGX-2012-36) relating to amendments to the EDGX Exchange, Inc. Fee Schedule has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice is expected to be made in the FederalRegister during the week of August 27th. (Rel. 34-67741).

INVESTMENT COMPANY ACT RELEASES

Blackrock Preferred Partners LLC, et al.

An order has been issued on an application filed by BlackRock Preferred Partners LLC, et al. under Section 6(c) of the Investment Company Act of 1940 (Act) granting an exemption from Sections 18(c) and 18(i) of the Act, and pursuant to Section 17(d) of the Act and Rule 17d-1 under the Act. The order permits certain registered closed-end management investment companies to issue multiple classes of shares and to impose asset-based distribution and service fees and contingent deferred sales loads. (Rel. IC-30182 - August 28th)

Alvarez & Marsal, Inc., et al.

A notice has been issued giving interested persons until September 24, 2012, to request a hearing on an application filed by Alvarez & Marsal, Inc., et al. for an order to exempt certain limited partnerships and other entities formed for the benefit of eligible employees of Alvarez & Marsal, Inc. and its affiliates from certain provisions of the Investment Company Act of 1940 (Act). Each partnership will be an “employees’ securities company” within the meaning of Section 2(a)(13) of the Act. (Rel. IC-30183 - August 28th)

Emerging Global Advisors, LLC, et al.

A notice has been issued giving interested persons until September 24, 2012, to request a hearing on an application filed by Emerging Global Advisors, LLC, et al., for an order to permit: (a) certain open-end management investment companies or series thereof to issue shares (Shares) redeemable in large aggregations only (Creation Units); (b) secondary market transactions in Shares to occur at negotiated market prices; (c) certain series to pay redemption proceeds, under certain circumstances, more than seven days from the tender of Shares for redemption; (d) certain affiliated persons of the series to deposit securities into, and receive securities from, the series in connection with the purchase and redemption of Creation Units; and (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares. (Rel. IC-30184 - August 28)

SECURITIES ACT REGISTRATIONS

The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue.

Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

5.06

Change in Shell Company Status

6.01

ABS Informational and Computational Material.

6.02

Change of Servicer or Trustee.

6.03

Change in Credit Enhancement or Other External Support.

6.04

Failure to Make a Required Distribution.

6.05

Securities Act Updating Disclosure.

7.01

Regulation FD Disclosure

8.01

Other Events

9.01

Financial Statements and Exhibits

8-K reports may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.